SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAFARO DEBRA A

(Last)

(First)

(Middle)

111 SOUTH WACKER DRIVE, SUITE 4800

(Street)

CHICAGO,

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VENTAS INC [ VTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/09/2010		M		20,000	A	$28.96	698,589	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		13,060	D	$55	685,529	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		8,017	D	$55.01	677,512	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		4,025	D	$55.02	673,487	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,486	D	$55.03	672,001	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,197	D	$55.04	670,804	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,600	D	$55.05	669,204	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		800	D	$55.06	668,404	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,000	D	$55.07	667,404	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		636	D	$55.08	666,768	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		900	D	$55.09	665,868	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,100	D	$55.1	664,768	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		500	D	$55.11	664,268	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		3,106	D	$55.12	661,162	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		3,294	D	$55.13	657,868	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		800	D	$55.14	657,068	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,900	D	$55.15	655,168	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		2,100	D	$55.16	653,068	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,888	D	$55.17	651,180	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,662	D	$55.18	649,518	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,800	D	$55.19	647,718	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,200	D	$55.2	646,518	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		250	D	$55.21	646,268	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		500	D	$55.22	645,768	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,600	D	$55.23	644,168	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,200	D	$55.24	642,968	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		1,900	D	$55.25	641,068	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		3,900	D	$55.26	637,168	D
Common Stock	11/09/2010		S⁽¹⁾⁽²⁾		600	D	$55.27	636,568	D
Common Stock⁽³⁾	11/09/2010		S⁽¹⁾⁽²⁾		1,200	D	$55.28	635,368	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$28.96	11/09/2010		M			20,000	01/21/2009⁽⁴⁾	01/21/2019	Common Stock	20,000	$0	409,737⁽⁵⁾	D
Stock Option (Right to Buy)	$28.96	11/09/2010		M			10,000	01/21/2009⁽⁴⁾	01/21/2019	Common Stock	10,000	$0	422,720⁽⁶⁾	I	By Trust

Explanation of Responses:

1. On November 9, 2010, the Reporting Person transmitted to the Securities and Exchange Commission a Form 144 covering the sale of the Issuer's common stock reported on Table I.

2. These shares are being sold pursuant to a written non-discretionary Rule 10b5-1(c) sales plan dated March 8, 2010 entered into by the Reporting Person.

3. Please see the Reporting Person's subsequent Form 4 filing dated the date hereof which contains additional transactions which are part of one aggregate direction under the Rule 10b5-1(c) sales plan described in Footnote (2).

4. These options were part of a previously reported grant of 173,301 on January 21, 2009, by the Issuer to the Reporting Person that vests in three equal installments on January 21, 2009, January 21, 2010 and January 21, 2011.

5. Represents total number of unexercised stock options held directly by the Reporting Person as of November 9, 2010.

6. Represents total number of unexercised stock options held indirectly by the Reporting Person as of November 9, 2010.

Remarks:

	Debra A. Cafaro, By: T. Richard Riney, Attorney-In-Fact	11/12/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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